Termination Event

Termination Event. Means the failure by the Company to perform any covenant set forth in this Second Standstill Agreement, including, without limitation, in Section 5 and Section 9; the failure of any representation or warranty in Section 6 to be true and correct; the occurrence of any Default or Event of Default other than an Existing Event of Default; on or after the Second Standstill Effective Date the Company or any Subsidiary is (A) in default (as principal or as guarantor or other surety) in... payment of any principal of or premium or make-whole amount or interest on any Debt that is outstanding in an aggregate principal amount of at least $5,000,000 beyond any period of grace provided with respect thereto or (B) in default in the performance of or compliance with any term of any evidence of any Debt in an aggregate outstanding principal amount of at least $5,000,000 or of any mortgage, indenture or other agreement relating thereto, or any other condition exists, and, as a consequence of such default or condition such Debt has become, or has been declared, due and payable before its stated maturity or before its regularly scheduled dates or payment (excluding, in each case, Debt consisting of Winthrop Lease obligations); as a consequence of the occurrence or continuation of any event or condition, (x) the Comp any or any Subsidiary has become or is obligated on or after the Second Standstill Effective Date to purchase or repay Debt before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least $5,000,000, or (y) one or more Persons have the right on or after the Second Standstill Effective Date to require the Company or any Subsidiary to purchase or repay Debt or other amounts before its regular maturity or before its regularly scheduled dates or payment in an aggregate outstanding principal amount of at least $5,000,000 (excluding, in each case, Debt consisting of Winthrop Lease obligations); a violation by the Company or a Subsidiary of any term or condition of the Noteholder Consent dated as of July 15, 2002 between the Company and certain of the Noteholders (as supplemented by .that certain Noteholder Consent dated as of August 30, 2002, that certain Noteholder Consent dated as of September 30, 2002 and as further supplemented or amended from time to time, the "Noteholder Consent"); the expiration (without extension, renewal or replacement on substantially similar terms) or the termination of the Royal Bank of Canada facilities listed on Exhibit B hereto; or (a) except as set forth in (vii) directly above, the pre-payment or purchase of (1) any Debt in respect of the facilities listed on Exhibit B hereto, unless in the course of making such payment the Company shall prepay each outstanding Note in a principal amount equal to the ratable portion that such Note represents of all outstanding Debt of the Company (Le., if a certain percentage of a Debt was to be prepaid or purchased, then the same percentage of each Note must be similarly prepaid or purchased), or (2) any Note, unless in the course of making such payment the Company shall prepay each outstanding Note in a principal amount equal to the ratable portion that such Note represents of all outstanding Notes and (b) the pre-payment, purchase, or scheduled payment of any Debt owed directly or indirectly in respect of Senior Officers (including, without limitation, the Comerica obligations). View More

Termination Event. The termination or nonrenewal of this Agreement (i) in connection with a merger, sale of assets or other corporate transaction involving the Company, (ii) by the Advisor for Good Reason or (iii) by the Company and the Operating Partnership other than for Cause.

Termination Event. Means, with respect to a Grantee, an event of termination of such Grantee's employment with PPA and its Affiliates for any reason (including, without limitation, the resignation, Retirement, death, Disability or termination by PPA with or without Cause).

Termination Event. The occurrence of any of the following: (i) the receipt by the Loan Parties of a written notice from Forbearing Lenders constituting the Required Lenders terminating the Forbearance Period if (A) any representation or warranty made herein by any Loan Party shall be false in any material respect when made, (B) any Loan Party shall fail to perform, observe or comply with any of its covenants and agreements contained in this Agreement, including without limitation, any breach of Section 5 hereof,... which failure is not remedied within one (1) Business Day after any Loan Party receives from any Forbearing Lender written notice thereof, (C) any Event of Default, other than an Existing Default, a Potential Default, or an Event of Default pursuant to Sections 9.4 or 9.5 of the Credit Agreement, shall have occurred and be continuing, (D) the "Termination Date" or any "Termination Event" (each, as defined in the Term Loan Forbearance Agreement or the Convertible Notes Forbearance Agreement, as applicable) shall occur, or the Term Loan Forbearance Agreement or the Convertible Notes Forbearance Agreement shall otherwise cease to be in full force and effect, or (E) the second Business Day following the Restatement Date, or (ii) any Event of Default pursuant to Sections 9.4 or 9.5 of the Credit Agreement. View More

Termination Event. Each, a "Termination Event"

Termination Event. A Default by GE or a Default by OMNICELL or a Material Adverse Change of GE or OMNICELL.

Termination Event. The following: (a) if the Counterparty is an individual, the death, disability or other incapacity of the Counterparty which, in the sole determination of UBS, could prevent or materially impair the Counterparty's ability to perform his or her obligations under this Agreement; (b) if the Counterparty is a trust, (i) the resignation of the trustee of the trust, or if an individual, the death, disability or other incapacity of such individual, which, in the sole determination of UBS, could... prevent the trustee from acting in a prudent, timely and effective manner or (ii) the trust is revoked, in whole or in part, or terminated, or there is a distribution of trust assets that materially affects the trust's ability to perform its obligations under this Agreement; or (c) if the Counterparty is a limited partnership, (i) the death, disability or other incapacity of the general partner of the partnership or the resignation or removal of the general partner as the general partner of the partnership; (ii) a modification or termination of the power or authority of the general partner, (iii) an event described in Paragraph 8.1(g) of this Agreement occurs in respect of the general partner of a partnership; or (iv) a partnership makes a distribution of its assets or redeems any limited partnership interests, if immediately following such action the creditworthiness of the partnership, in the sole determination of UBS, is materially weaker than immediately prior to such action; View More

Termination Event. Shall be deemed to have taken place (i) if the Company fails to (A) cause any of the directors designated or elected by the Stockholders in accordance with the terms of this Agreement or the Certificate of Designations to become members of the Board, (B) cause any vacancies created by the removal or resignation of directors designated or elected by the Stockholders to be filled by persons selected by the Stockholders in accordance with the terms of this Agreement or the Certificate of... Designations, or (C) cause at least one director designated or elected by the Stockholders to serve on each committee of the Board (provided in each case that such director has received Regulatory Approval for such service), or (ii) in the event of a Change of Control of the Company. View More

Termination Event. Means, with respect to any Holder of Restricted Stock, any event that results in such Holder no longer being an Eligible Participant hereunder for any reason whatsoever, except for death., disability, Change in Control, or, in the case of an officer or employee, normal retirement.

Termination Event. Means the occurrence of any of (i) the breach of any warranty or representation made to Lender under this Agreement, (ii) any Obligor's failure to comply strictly with all covenants and obligations under this Agreement, or (iii) the existence of any Event of Default under the Loan Documents other than the Permitted Events of Default.